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How Reorganization Affects a Corporation or LLC’s EIN

Jeramie Fortenberry Avatar
Jeramie Fortenberry
Attorney (J.D., LL.M.)
Last Updated:

When a corporation or LLC uses a reorganization to relocate to a new state, the entity’s EIN follows the “taxpayer” the IRS thinks exists after the reorganization. State-law labels and mechanics matter less than the federal tax classification and continuation rules.1

In most cases, the moving corporation or LLC keeps the same EIN, but the rules can differ depending how the entity is taxed. Specifically, the outcomes differ depending on whether the entity is treated as a disregarded entity, a partnership, or a corporation (C or S).2

The available federal tax classifications depend on whether the state-law entity is a corporation or an LLC. A corporation will either be a C or S corporation. An LLC can be disregarded (if single-member or owned by a married couple in a community property state), taxed as a partnership (if a multi-member LLC), or taxed as a C or S corporation (if elections have been filed).

This article examines the different rules that apply under each of these categories.

Single-Member LLC With No Corporate Election

If the LLC is owned by one owner (single-member LLC), or owned by a married couple in a community property state, it is “disregarded” for federal income tax purposes by default. Unless the LLC elects corporate treatment, the owner is treated as the taxpayer and reports all LLC income on the owner’s tax return.3

Payroll taxes don’t always follow the income-tax treatment. Even if a single-member LLC is disregarded for income tax purposes (taxes reported on the owner’s return), the IRS treats the single-member LLC as a separate entity for employment tax purposes.4 This dual treatment can effectively split the EIN treatment:

  • If the business has no employees and no excise tax filing, the EIN may be optional for IRS filing purposes, and the owner’s existing EIN (or SSN, depending on how the owner files) can often continue to be used because the owner remains the taxpayer.
  • If the business has payroll or excise filing, the EIN tracks the employer entity. When a reorganization causes the single-member LLC that had payroll to disappear under state law, the surviving entity becomes the employer, and the payroll reporting generally must move to the surviving entity’s EIN because the disregarded entity is treated as separate for employment taxes.

This means that, as a practical matter a disregarded entity can “keep” the prior EIN only when the IRS still sees the same employer (or when the EIN is really the owner’s EIN being used for a branch with no payroll or excise taxes). Once payroll attaches to a different legal disregarded LLC after the deal, you should expect an EIN switch for payroll filings.

Multi-Member LLC With No Corporate Election

The Internal Revenue Code taxes a multi-member LLC with no corporate election as a partnership. Even though the state-law entity is an LLC and not technically a partnership, the IRS applies partnership tax rules for federal tax purposes.

Under the partnership tax rules, the EIN follows the “continuing partnership” in a merger. Under the Internal Revenue Code, in a merger of two or more partnerships, the resulting partnership is treated as the continuation of any merging partnership whose members own more than 50 percent of the capital and profits of the resulting partnership.5

The Treasury Regulations adds the tie-breaker that matters in real life. If the resulting partnership can be considered a continuation of more than one merging partnership, it is treated as the continuation only of the partnership credited with contributing assets with the greatest fair market value (net of liabilities).6 If the reorganization is done to move the LLC to another state, the LLC formed in the new state has no initial assets. As a result, the merger of the old-state LLC into the new-state LLC will always have the greatest fair market value of assets and thus will be treated as the same company (with the same EIN) for tax purposes.

The application of these rules highlights another difference between the state-law treatment of the reorganization and the federal tax treatment. For example, if a California LLC merges into a Nevada LLC as part of a reorganization, the Nevada LLC is treated as the surviving LLC as a matter of state law. The California LLC goes away. But as a matter of federal tax law, the IRS treats the Nevada LLC as a continuation of the California LLC. The Nevada LLC continues to use the California LLC’s EIN for tax purposes.

Note that, unlike single-member LLCs, the payroll and excise discussion above does not override this rule. For a multi-member LLC taxed as a partnership, the EIN always follows the “continuing partnership” under Internal Revenue Code § 708. The EIN carries over, even if state law says the new-state LLC is the survivor. Partnerships do not split the taxpayer and employer identities the way single-member LLCs do.

C Corporation or LLC Taxed as a C Corporation

When a corporation (or LLC taxed as a corporation) reorganizes to change its home state, the original entity merges into a new entity formed in the new state. This statutory merger falls under one of two different IRS rules:

  • Under the statutory merger rules (the so-called “Type A Reorganization”), the surviving corporation uses its existing EIN. So, for example, a Delaware corporation that merges into a Florida corporation keeps EIN of the Florida corporation.
  • If the merger only changes the entity’s location (the so-called “Type F Reorganization”), the IRS does not require a new EIN. The EIN of the prior entity continues to apply.7

The F reorganization regulations require (among other things) identical ownership immediately before and after, and it generally requires the resulting corporation to have no prior assets or tax attributes (other than de minimis items to form and maintain legal existence.

If the same series would qualify as both a Type A Reorganization (statutory merger) and a Type F Reorganization, then it is treated only as a Type F reorganization (not a Type A Reorganization). Reorganizations for the purpose of changing the corporation or LLC’s state fall into the second category; no new EIN is required.

S Corporation or LLC Taxed as an S Corporation

S status does not change the baseline EIN framework because an S corporation that applies to C corporations. The corporation is still a corporation for EIN purposes.

Under these rules, as long as the transaction qualifies as an F reorganization (a “mere change in identity, form, or place of organization”), you can often keep the historic EIN even though a new state-law entity is the survivor.

Revenue Ruling 2008-18 and F Reorganizations of S Corporations

Revenue Ruling 2008-18 is a key ruling for S corporations engaging in F reorganizations. That ruling confirms an restates an earlier ruling that, in an F reorganization, the acquiring (resulting) corporation should use the EIN of the transferor corporation.8

But Rev. Rul. 2008-18 also gives the biggest pitfall in S corporation reorganization work: when the transferor becomes a qualified subsidiary (QSub) of the acquiring corporation (a holding company structure), the acquiring corporation should not retain the transferor’s EIN.9 The QSub must retain and use its own EIN when it is treated as separate for certain federal tax purposes.10

That means you can have two very different EIN outcomes inside “S corp reorganization” work:

  • A clean F reorganization (no QSub holding-company structure) is the classic “keep the old EIN” fact pattern.
  • An F reorganization that uses the holding-company/QSub model can force the new top entity to use a different EIN, even though the transaction is still an F reorganization for income tax.

Reorganizations for the purpose of moving a corporation or LLC to a new state are in the first category. No QSub is created, and the entity’s historic EIN can still be used.

Understanding the EIN implications of your LLC move requires analyzing the laws of both states involved. Get a personalized assessment to determine how your restructuring will affect your tax situation.

  1. Internal Revenue Service, “When to Get a New EIN,” last modified November 21, 2025, https://www.irs.gov/businesses/small-businesses-self-employed/when-to-get-a-new-ein. (irs.gov) ↩︎
  2. Internal Revenue Service, Do You Need a New Employer Identification Number? (Publication 5845, rev. July 2023), https://www.irs.gov/pub/irs-pdf/p5845.pdf. (irs.gov) ↩︎
  3. Internal Revenue Service, “Single Member Limited Liability Companies,” last modified July 26, 2025, https://www.irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies. (irs.gov) ↩︎
  4. 26 C.F.R. § 301.7701-2(c)(2)(iv), example (employment tax treatment for disregarded entities), https://www.law.cornell.edu/cfr/text/26/301.7701-2. (Legal Information Institute) ↩︎
  5. 26 U.S.C. § 708(b)(2)(A) (partnership merger continuation rule), https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section708. (U.S. Code) ↩︎
  6. 26 C.F.R. § 1.708-1 (continuation rule; FMV net-of-liabilities tie-breaker; EIN reporting), https://www.law.cornell.edu/cfr/text/26/1.708-1. (Legal Information Institute) ↩︎
  7. 26 C.F.R. § 1.368-2(m) (F reorganization requirements; identical ownership; no prior assets; overlap rule), https://www.law.cornell.edu/cfr/text/26/1.368-2. (Legal Information Institute) ↩︎
  8. Internal Revenue Service, Rev. Rul. 2008-18, “F Reorganizations; QSub,” https://www.irs.gov/pub/irs-drop/rr-08-18.pdf. (irs.gov) ↩︎
  9. The QSub structure is most often used to prepare an S corporation for a sale by creating an acquisition entity that gives the buyer asset-sale treatment. The details of that strategy are beyond the scope of this article. ↩︎
  10. 26 C.F.R. § 301.6109-1(i) (QSub EIN retention rule), https://www.law.cornell.edu/cfr/text/26/301.6109-1. (Legal Information Institute) ↩︎